Tod Carter recalled the making of the film:
- "Well, the story of these films is a little convoluted and I'll do my best to keep the facts straight. I was asked by director Jim Kammerud of Hot Donut (formerly of Character Builders) to help with boarding on The Aristocats 2. This film went through multiple scripts and different incarnations and probably didn't really have a clear vision in the beginning. Our goal was to create that vision and tell a solid story. With the exception of retaining the main characters, we were given a good deal of freedom to create original story (similar to The Fox and the Hound 2). We were given a script to work with, but unfortunately a good deal of time and money had already been spent on the previous versions (before we got the job) and the producers at Disney were getting a little antsy to get the film rolling and put something onscreen.
- "We felt the script still needed some work, but the schedule wasn't going to afford us the opportunity to rework the current version and still deliver the film on time and on budget. So, a unique plan was hatched by Jim Kammerud to deliver the first rough story reel quickly and thus allow us some time at the end of the schedule to rewrite and fine tune the story a good deal. The proposed time frame was four weeks. When I heard this suggestion I said, "Ok, great. Four weeks is tight, but I think we can get the first act done." Jim said, "No, four weeks to do all three acts." I honestly didn't think it could be done. I wish I could remember how many board artists we had, but it wasn't that many; possibly five or six. This was a Herculean task and I can tell you that I don't think it had ever been done for a film of that scale.
- "It would take a unique approach, so we devised a method where we (I'm not sure if everyone drew the same) would essentially do large thumbnail board drawings instead of full size boards. We created board panels on 7.5" X 4.5" paper with 4.5" x 2.5" inset frames. Our drawings would fit inside the smaller window area and the dialog and camera direction would be written below. The paper was at a size that was easy to handle and stack while still allowing us to draw at a small scale. Obviously, with such a small window to draw in, we couldn't do detailed or elaborate drawings. We'd have to limit the drawings to clear and essential information. At the time, I was convinced the results would be less than acceptable but I was surprised when I viewed our first story reel. The weaknesses in our story were apparent but the overall quality of the reel was really quite good. In the end, I think we pulled it off in five weeks, which was remarkable.
- "To make a long story short, The Aristocats 2 was eventually shelved because there was skepticism by the executives that it would find sufficient audience in an ever more competitive market. It's one of those disappointing things that happen in the film business from time to time, but it may have been a wise call. The good news was that we had pulled off our little experiment and succeeded in delivering a quality reel in record time. The bad news was that we had established a precedent of what can be accomplished in that time frame and the producers and budgeters at Disney had taken notice.
- "To make The Aristocats 2, we tried to distill the essence of the original film. In the first film, the kittens' nemesis was a misguided butler intent on stealing their fortune. The sequel created a similar dynamic by pitting them against a jewel thief on the open seas aboard a luxury cruise ship.
- "The flavor of the film was sort of a mystery/farce/comedy. There was also a young kitty love interest for Marie who became the focal character of the film. By singling out one character for the central story arc we could do a better job at strengthening the elements of the film. Sometimes when you have an ensemble cast, things can really get watered down because you don't have enough time to spend with each character. We tried to avoid that pitfall.
- "The original film takes place in Paris but we didn't feel they exploited the setting to its fullest potential. We wanted to adopt a European flair by filling our ship with a cast from places like France, Scotland, England, Spain, etc, thus creating a rich environment in both scenery and character in the era of the early 1900s. Our main objective besides the mystery element was to make it completely fun. We worked hard to up the action scenes and create a level of high energy.
- "I really think this film was headed in the right direction and with another pass we could have gotten it right but there are other important considerations in making films of any kind. Making sure you have an audience for your movie is paramount. Disney just felt that The Aristocats 2 was in jeopardy of falling through the cracks in a competitive marketplace.
- "Another interesting side note by the way – originally this movie was slated to be a traditionally 2D animated film like the original. I personally am not a big fan of converting characters from 2D mainly because there is an importance in designing for your targeted medium. Going this route, we probably would have lost a good deal of softness which is essential to these character's charm but since it was ultimately shelved the world will never know for sure.
- "Yes, exactly. Sort of a Murder On The Orient Express without the murder."
An Animatic for the film shows that the film would have been set at about Christmas time.
Judging by this Animatic, Marie would sometimes provide narration, telling the audience that the night is at the captain's bar and thinks that an unspecified male shall be there.
With the countess and the felines arriving, one of the other guests admires the countess' diamond before her allergies act up (due to the felines) and suggests they sit at the animal table, where a seemingly gluttonous canine is sitting.
The canine seems welcoming and offers them the food, but scent of the food appears to give O'Malley seasickness.
The clumsy captain then arrives and welcomes them to the Sardinia, the ship the film is set on.